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May 18, 2020
Lawrence Angelilli
Chief Financial Officer
MoneyGram International Inc
2828 N. Harwood St., 15th Floor
Dallas, Texas 75201
Re:MoneyGram International Inc
Form 10-K for the Fiscal Year Ended December 31, 2019
Form 10-Q for the Quarterly Period Ended March 31, 2020
Filed February 28, 2020 and May 1, 2020
File No. 1-31950
Dear Mr. Angelilli:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Managements Discussion and Analysis of Financial Condition and Results of Operations
EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow and Constant Currency, page 35
1.Please tell us your consideration of beginning the reconciliation of Adjusted Free Cash
Flow with net cash provided by operating activities.  Please refer to Item 10(e)(i)(A) of
Regulation S-K and Question 102.07 of the Non-GAAP Compliance and Disclosure
Interpretations.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-8
2.Please tell us your consideration of disclosing information about all investing and
financing activities that affect recognized assets and liabilities but that do not result in

 FirstName LastNameLawrence Angelilli
 Comapany NameMoneyGram International Inc
 May 18, 2020 Page 2
 FirstName LastName
Lawrence Angelilli
MoneyGram International Inc
May 18, 2020
Page 2
cash receipts or cash payments during each year presented.  Please refer to ASC 230-10-
59-3.
Note 9 - Debt, page F-24
3.We note the Second Lien Credit Agreement contain various imitations that, among other
things, restricts your ability to pay dividends and making other restricted payments.
Please tell us your consideration describing the most significant restrictions on the
payment of dividends, indicating their pertinent provisions and the amount of retained
earnings or net income restricted or free of restrictions.  Please refer to Rule 4-08(e)(1) of
Regulation S-X.
.

Notes to the Consolidated Financial Statements
Note 18 - Related Parties, page F-44
4.We note your disclosure that you entered into a multiple element arrangement with
Ripple.  Please provide us with a specific and comprehensive discussion of how
you concluded it was not necessary to allocate any of the proceeds from the SPA to the
commercial agreement.
Form 10-Q for the Quarterly Period Ended March 31, 2019
Financial Statements
Note 1 - Description of the Business and Basis of Presentation, page 6
5.Please tell us your consideration of including an affirmative statement that the interim
financial statements includes all adjustments that, in the opinion of management, are
necessary in order to make the financial statements not misleading.  Please refer to
Instruction 2 to Item 8-03 of Regulation S-X,
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tony Watson at (202) 551-3318 or Bill Thompson at (202) 551-3344 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services